STOCK TITAN

Kinetik Q3 revenue rises to $569M from $464M

Full-year Adjusted EBITDA is expected at the high end of the existing range, while capacity projects carry 2027 and 2028 in-service targets.

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Sentiment and the balance of points

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Form Type
8-K

Rhea-AI Filing Summary

Kinetik Holdings Inc. (KNTK) reported third-quarter revenue of $569.4 million and net income including noncontrolling interest of $50.9 million, compared with $464.0 million and $15.5 million a year earlier. Adjusted EBITDA was $278.1 million, versus $242.6 million. Processed gas volumes reached a record 1.94 Bcf/d. Midstream Logistics Adjusted EBITDA rose 34% year over year to $203.6 million, while Pipeline Transportation Adjusted EBITDA fell 18% to $78.5 million, reflecting the EPIC Crude divestiture, higher fuel costs at Permian Highway Pipeline and lower Shin Oak throughput.

For full-year 2026, Kinetik expects Adjusted EBITDA at the high end of its $1.04 billion to $1.1 billion guidance range and capital expenditures, including maintenance, approximately 5% below its August guidance of $560 million. Planned Kings Landing II processing capacity increased more than 25% to 380 MMcf/d; expected capital cost remains approximately $260 million, with the project on track for mid-2028 service. Kinetik also reached a final investment decision on phase 1 of the ECCC Pipeline expansion, expected to increase throughput capacity roughly 50% to approximately 225 MMcf/d, with service anticipated mid-2027.

3 points · 0 major

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0 major · 1 point

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Positive

  • Moderate pointThird-quarter revenue increased to $569.4 million from $464.0 million.
  • Moderate pointQuarterly net income including noncontrolling interest reached $50.9 million, versus $15.5 million.
  • Moderate pointMidstream Logistics Adjusted EBITDA increased 34% year over year to $203.6 million.

Negative

  • Moderate pointPipeline Transportation Adjusted EBITDA fell 18% to $78.5 million.

Filing Explained

At September 30, $1,062.4 million of reported liquidity was revolver availability, and one new gathering agreement includes a firm minimum-volume commitment.

This Form 8-K reports Kinetik’s third-quarter 2026 results and furnishes the accompanying release; Kinetik now expects 2026 capital expenditures, including maintenance, to be approximately 5% below its August guidance of $560 million, largely because of execution and project-spending timing.

For the quarter, distributable cash flow was $213.7 million and the dividend-coverage ratio was 1.61x; for the first nine months, they were $589.5 million and 1.48x. Kinetik defines the dividend-coverage ratio as distributable cash flow divided by total declared dividends, so the ratios describe coverage for those periods.

As of September 30, 2026, reported liquidity was $1,069,424 thousand, comprising $7.0 million in cash and $1,062.4 million of revolver availability; net debt was $3,942,976 thousand. New and amended gathering and processing agreements dedicated over 30,000 gross acres since the beginning of August; first flow is anticipated in the second and third quarters of 2027, and one agreement includes a firm minimum-volume commitment.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Third-quarter revenue $569.4 million Three months ended September 30, 2026
Net income including noncontrolling interest $50.9 million Three months ended September 30, 2026
Adjusted EBITDA $278.1 million Three months ended September 30, 2026
Processed gas volumes 1.94 Bcf/d Record third-quarter volume
Midstream Logistics Adjusted EBITDA $203.6 million Third quarter 2026; 34% increase year over year
Pipeline Transportation Adjusted EBITDA $78.5 million Third quarter 2026; 18% decrease year over year
Full-year Adjusted EBITDA guidance $1.04 billion to $1.1 billion Full-year 2026; expected at the high end of the range
Kings Landing II planned processing capacity 380 MMcf/d Capacity increased more than 25%; expected in service mid-2028
Adjusted EBITDA financial
"Adjusted EBITDA is defined as net income including noncontrolling interest"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
Distributable Cash Flow financial
"Distributable Cash Flow is defined as Adjusted EBITDA"
Distributable cash flow is the amount of money a business generates from its operations that management considers available to pay dividends, buy back shares, or make other distributions to owners after setting aside what’s needed to keep the business running and meet routine obligations. Investors care because it shows how much real cash can be returned to them—like a household’s leftover paycheck after paying rent and groceries—and helps judge whether payouts are sustainable and backed by operations rather than accounting entries.
Dividend Coverage Ratio financial
"Dividend Coverage Ratio is Distributable Cash Flow divided by total declared dividends"
Dividend coverage ratio measures how many times a company’s earnings can pay for its dividend — calculated by dividing profits (or earnings per share) by the dividend paid per share. It tells investors whether a dividend is comfortably covered or at risk, similar to checking whether your monthly paycheck is big enough to cover a recurring allowance; a higher ratio suggests the dividend is safer and leaves room for growth or downturns.
final investment decision technical
"reached final investment decision on phase 1 of the ECCC Pipeline expansion"
A final investment decision is the point at which a person or organization chooses to move forward with a particular project or purchase after reviewing all the necessary information and options. It is like deciding to buy a house after considering all the costs, benefits, and alternatives. This decision is important because it determines whether and when the investment will be made, impacting future financial plans and outcomes.
acid gas injection technical
"acid gas injection ("AGI") and sour gas conversion project"
Acid gas injection is a process that pumps acidic gases (such as hydrogen sulfide or carbon dioxide) into deep, sealed rock formations underground for long‑term storage or to support oil and gas production. Investors care because it reduces surface emissions and regulatory liability but requires permits, ongoing monitoring and capital expenditure; like putting hazardous waste into a locked vault, it lowers environmental risk while creating operational and financial commitments.
Total operating revenue $569.4 million Compared with $464.0 million in the three months ended September 30, 2025
Net income including noncontrolling interest $50.9 million Compared with $15.5 million in the three months ended September 30, 2025
Adjusted EBITDA $278.1 million Compared with $242.6 million in the three months ended September 30, 2025
Distributable Cash Flow $213.7 million Compared with $158.5 million in the three months ended September 30, 2025
Free Cash Flow $87.5 million Compared with $13.9 million in the three months ended September 30, 2025
Guidance

Full-year 2026 Adjusted EBITDA is expected at the high end of the $1.04 billion to $1.1 billion guidance range; capital expenditures, including maintenance, are anticipated to be approximately 5% below August 2026 guidance of $560 million.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What were KNTK's third-quarter 2026 revenue and net income?

Third-quarter revenue was $569.4 million, compared with $464.0 million a year earlier; net income including noncontrolling interest was $50.9 million, versus $15.5 million. These figures cover the three months ended September 30, 2026 and 2025, respectively.

What is KNTK's 2026 Adjusted EBITDA guidance?

Kinetik expects full-year 2026 Adjusted EBITDA at the high end of its $1.04 billion to $1.1 billion guidance range. It anticipates 2026 capital expenditures, including maintenance, to be approximately 5% below its August 2026 guidance of $560 million.

Do Kinetik's new gathering agreements include minimum volume commitments?

One new agreement includes a firm, minimum volume commitment from the customer. Collectively, new and amended low-pressure gathering and processing agreements in New Mexico and Texas dedicated over 30,000 gross acres to Kinetik since early August; first flow is anticipated in the second and third quarters of 2027.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FALSE000169278700016927872026-11-042026-11-04

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM 8-K
___________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

November 4, 2026
Date of Report (date of earliest event reported)
___________________________________
Kinetik Logo.jpg
Kinetik Holdings Inc.
(Exact name of registrant as specified in its charter)
___________________________________

Delaware
(State or other jurisdiction of
incorporation or organization)
001-38048
(Commission File Number)
81-4675947
(I.R.S. Employer Identification Number)
2700 Post Oak Blvd. Suite 300
Houston, Texas 77056
(Address of principal executive offices and zip code)
(713) 621-7330
(Registrant's telephone number, including area code)
________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share
KNTK
New York Stock Exchange
NYSE Texas
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 2.02. Results of Operations and Financial Condition

On November 4, 2026, Kinetik Holdings Inc. issued a press release announcing financial and operating results for the fiscal quarter ended September 30, 2026. The full text of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

The information in this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of Section 18, and shall not be incorporated by reference in any filing under the Securities Act or the Exchange Act, except as set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.

(d) The following exhibits are being filed herewith.

Exhibit No.
Description of Exhibit
99.1
Press Release of Kinetik Holdings Inc. dated November 4, 2026
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
    
Kinetik Holdings Inc.
Dated:
November 4, 2026
/s/ Steven Stellato
Steven Stellato
Executive Vice President, Chief Accounting and Chief Administrative Officer


kinetik_lightbgcropa.jpg
Kinetik Reports Third Quarter 2026 Results
HOUSTON and MIDLAND, Texas, November 4, 2026 – Kinetik Holdings Inc. (NYSE: KNTK) (“Kinetik” or the “Company”) today reported financial and operating results for the quarter ended September 30, 2026.
Kinetik reported net income including noncontrolling interest of $50.9 million and $168.9 million for the three and nine months ended September 30, 2026, respectively. Kinetik generated Adjusted EBITDA1 of $278.1 million and $810.1 million, Distributable Cash Flow1 of $213.7 million and $589.5 million, and Free Cash Flow1 of $87.5 million and $294.1 million for the three and nine months ended September 30, 2026, respectively.
Highlights
•Record processed gas volumes of 1.94 Bcf/d
•Upsized Kings Landing II processing capacity by more than 25% to 380 MMcf/d
•Reached final investment decision on phase 1 of the ECCC Pipeline expansion, which is expected to increase throughput capacity by roughly 50% to approximately 225 MMcf/d
•Ordered long-lead equipment for the Company's next processing expansion beyond Kings Landing II
•Executed new and amended gathering and processing agreements in New Mexico and Texas
•Full year 2026 Adjusted EBITDA1 expected to be at the high end of the $1.04 billion to $1.1 billion guidance range
•Anticipate full year 2026 Capital Expenditures2 to be approximately 5% below guidance of $560 million
CEO Commentary
“Kinetik delivered another strong quarter with record processed gas volumes underscoring the strength and increasing scale of our business,” said Jamie Welch, Kinetik’s President & Chief Executive Officer. “As our strategic growth projects come online and processed gas volumes continue to increase, our financial performance is increasingly driven by durable, repeatable earnings.”

“The momentum we have built throughout the year has continued into the fourth quarter. Producer activity remains strong, processed gas volumes are tracking toward our approximately 2.2 Bcf/d fourth quarter 2026 target, and margins and costs continue to outperform our internal budget expectations.”

Welch added, “Our confidence in the long-term outlook for the Permian Basin has never been stronger. Producers are demonstrating success delineating new benches — which tend to have higher gas-to-oil ratios — making plays like the Woodford, Avalon, First Bone Spring, and Penn Shale more expansive throughout the Delaware Basin, a trend directly playing to Kinetik's strengths. Demand for gathering, processing, and treating capacity is outpacing existing infrastructure in many areas, reinforcing the strategic value of integrated systems. At the same time, more than 13 Bcf/d of incremental takeaway capacity is expected to come online between 2028 and 2030, which we believe will unlock the next wave of producer activity, substantially improve residue gas egress, and reduce Waha price volatility.”



1


Financial Highlights
Three Months Ended September 30,Nine Months Ended September 30,
20262026
(In thousands, except ratios)
Net income including noncontrolling interest$50,922 $168,910 
Adjusted EBITDA1
$278,144 $810,128 
Midstream Logistics Adjusted EBITDA1
$203,571 $587,259 
Pipeline Transportation Adjusted EBITDA1
$78,511 $239,487 
Corporate and Other Adjusted EBITDA1
$(3,938)$(16,618)
Distributable Cash Flow1
$213,732 $589,487 
Dividend Coverage Ratio1,3
1.61x1.48x
Capital Expenditures2
$130,596 $327,948 
Free Cash Flow1
$87,531 $294,115 
Net Debt1,4
$3,942,976 
Liquidity (Cash and Revolver Availability)5
$1,069,424 
Leverage Ratio1,6
3.70x
Net Debt to Adjusted EBITDA Ratio1,7
3.71x
Common stock issued and outstanding8
162,396 
Quarterly dividend per share$0.81 
Segment Insights
The Midstream Logistics segment generated Adjusted EBITDA1 of $203.6 million, a 34% increase year-over-year for the three months ended September 30, 2026. Kinetik’s processed natural gas volumes increased to 1.94 Bcf/d in the third quarter of 2026, with an additional estimated 25 MMcf/d of Waha price-related gas volume that was shut-in. Third quarter 2026 results also benefited from continued strength in system operating performance and favorable commodity margins realized, which were partially offset by a reduction in residue gas marketing contributions. With all Delaware North processing facilities, including Kings Landing (“KL”), operating at full capacity for much of the third quarter of 2026, the ECCC Pipeline performed as designed, transporting surplus volumes to the Delaware South system.

The Pipeline Transportation segment generated Adjusted EBITDA1 of $78.5 million, an 18% decrease year-over-year for the three months ended September 30, 2026, primarily due to the Company’s EPIC Crude Holdings, LP divestiture, and to a lesser extent, higher fuel costs at Permian Highway Pipeline and lower throughput volumes at Shin Oak.
2026 Guidance & Outlook
Kinetik now expects its 2026 Adjusted EBITDA1 to be at the high end of its $1.04 billion to $1.1 billion guidance range, reflecting (i) gas gathering and processing fee benefiting from stronger-than-expected well results; (ii) robust operating performance that has yielded stronger-than-expected equity volumes; and (iii) commodity prices outperforming the Company’s guidance assumptions set forth in August 2026.

Kinetik anticipates 2026 Capital Expenditures2 (including maintenance) to be approximately 5% below its August 2026 guidance of $560 million. The capital reduction is largely driven by disciplined execution of the Company’s growth capital program and timing of project spend.
Strategic Projects & Commercial Activity
The Company advanced its portfolio of strategic growth projects, supporting increasing producer activity and long-term volume growth across its footprint.

2


In September, Kinetik increased the planned processing capacity of KLII by more than 25% to 380 MMcf/d. The expected capital cost remains unchanged at approximately $260 million, as several critical equipment components were under budget, and the project is on track for a mid-2028 in-service date.

Construction activities on the acid gas injection (“AGI”) and sour gas conversion project at KL progressed during the quarter, with the AGI well reaching total depth and acid gas compression equipment delivered on site. This project is expected to be completed by year-end.

The Company reached final investment decision (“FID”) on phase 1 of the ECCC Pipeline expansion, which should increase throughput capacity by roughly 50% to approximately 225 MMcf/d and unlock additional Delaware South processing access for Delaware North customers. Right-of-way acquisition activities were underway during the third quarter of 2026. Pipeline procurement and construction activities on the partial looping of the pipeline should commence in early 2027, with in-service anticipated mid-2027.

Commercial activity remained strong as Kinetik executed new and amended low-pressure gathering and processing agreements with customers across both New Mexico and Texas. Collectively, over 30,000 gross acres were dedicated to Kinetik since the beginning of August. Notably, certain of the dedicated acreage and committed volumes are prospective for the Woodford formation, an emerging play in the Delaware Basin that Kinetik believes will support additional long-term volume growth across its system. First flow for these agreements is anticipated in the second and third quarters of 2027. Importantly, one of these agreements includes a firm, minimum volume commitment from the customer, which provides enhanced cash flow visibility and further de-risks Kinetik’s pipeline and processing investments. The Company is procuring additional compression equipment to accommodate the expected producer volume growth.

The new agreements also provide support toward an FID of the Company’s next processing expansion beyond KLII. Long-lead residue compression equipment has been ordered, and procurement of front-end amine treating and the 400 MMcf/d cryogenic unit is in process. The exact location, in either Texas or New Mexico, has not yet been finalized, and Kinetik will provide further details in the future.

With the Company’s increased volume outlook and rising CO2 concentrations from Loving and Lea Counties, Kinetik is undertaking an expansion of its front-end amine treating capacity and overall processing capability at its Pecos Bend facility. The Company is also making cost-effective plant modifications to further boost processing capacity and recoveries at the East Toyah, Pecos, and Diamond Cryo processing complexes.

Kinetik also further strengthened its downstream commercial position with two new agreements. First, the Company committed to additional transport capacity on a new long-haul residue gas pipeline connecting the Waha Hub to the Gulf Coast, with the agreement expected to commence in 2029. Second, the Company secured firm access to additional Gulf Coast residue gas pricing, commencing in 2027. Kinetik believes incremental residue gas takeaway capacity will be required to support long-term Permian production growth, and these agreements represent a continuation of its long-term commercial strategy to expand Gulf Coast market access for the residue natural gas of its producer customers.

The Company reached an important milestone in the evolution of its natural gas liquids (“NGL”) transportation and fractionation agreements portfolio as the first of the Lone Star NGL contracts in Texas expired on October 31, 2026, and the remaining contract with Lone Star NGL in Texas will expire at year-end. As these agreements roll off, Kinetik now forecasts more meaningful margin contributions from system optimization in 2027 than previously expected.
Construction-related activities continued at Diamond Volt, the behind-the-meter power generation project at Diamond Cryo, which is expected to be in-service by mid-2027.
Conference Call & Webcast
Kinetik will host its third quarter 2026 results conference call on Thursday, November 5, 2026 at 8:00 am Central Time (9:00 am Eastern Time). To access a live webcast of the conference call, please visit the Investors section of Kinetik’s website at www.ir.kinetik.com. A replay of the conference call will be available on the website following the call.
3


Investor Presentation
An updated investor presentation will be available under Events and Presentations in the Investors section of the Company’s website at www.ir.kinetik.com. Information on the Company’s website does not constitute a portion of, and is not incorporated by reference into, this press release.
About Kinetik Holdings Inc.
Kinetik is a fully integrated, pure-play, Permian-to-Gulf Coast midstream C-corporation operating in the Delaware Basin. Kinetik is headquartered in Houston and Midland, Texas. Kinetik provides comprehensive gathering, transportation, compression, processing and treating services for companies that produce natural gas, natural gas liquids, crude oil and water. Kinetik posts announcements, operational updates, investor information and press releases on its website, www.kinetik.com.
Investor Contact
Alex Durkee
Shyam Patel
(713) 493-0900
investors@kinetik.com

Forward-looking statements
This news release includes certain statements that may constitute “forward-looking statements” for purposes of the federal securities laws. Forward-looking statements include, but are not limited to, statements that refer to projections, forecasts, outlooks, guidance or other characterizations of future events or circumstances, including any underlying assumptions. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “seeks,” “possible,” “potential,” “predict,” “project,” “prospects,” “guidance,” “outlook,” “should,” “would,” “will,” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These statements include, but are not limited to, statements about the Company’s future business strategy and plans, expectations, and objectives for the Company’s operations, including statements about strategy, synergies, technology adoption, portfolio monetization opportunities, growth, expansion, cost reduction and other capital projects and the timing and cost thereof, future operations, financial guidance, anticipated processed gas volumes, producer activity, expected industry takeaway capacity, growth opportunities, the amount and timing of future shareholder returns, the Company’s projected dividend amounts and the timing thereof, and the Company’s targeted leverage and financial profile. While forward-looking statements are based on assumptions and analyses made by us that we believe to be reasonable under the circumstances, whether actual results and developments will meet our expectations and predictions depend on a number of risks and uncertainties which could cause our actual results, performance, and financial condition to differ materially from our expectations. See Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 26, 2026. Any forward-looking statement made by us in this news release speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement whether as a result of new information, future development, or otherwise, except as may be required by law.
Additional information
Additional information follows, including a reconciliation of Adjusted EBITDA, Distributable Cash Flow, Free Cash Flow, and Net Debt (non-GAAP financial measures) to the most directly comparable GAAP financial measures.
Non-GAAP financial measures
Kinetik’s financial information includes information prepared in conformity with generally accepted accounting principles (GAAP) as well as non-GAAP financial information. It is management’s intent to provide non-GAAP financial information to enhance understanding of our consolidated financial information as prepared in accordance with GAAP. Adjusted EBITDA, Distributable Cash Flow, Free Cash Flow, Dividend Coverage Ratio, Net Debt, Net Debt to Adjusted EBITDA Ratio, and Leverage Ratio are non-GAAP measures. This non-GAAP information should be considered by the reader in addition to, but not
instead of, the financial statements prepared in accordance with GAAP and reconciliations from these results should be carefully evaluated. See “Reconciliation of GAAP to Non-GAAP Measures” elsewhere in this news release. This news release also includes certain forward-looking non-GAAP financial information. Reconciliations of these forward-looking non-GAAP measures to their most directly comparable GAAP measure are not available without unreasonable efforts. This is due to the inherent difficulty of forecasting the timing or amount of various reconciling items that would impact the most directly comparable forward-looking GAAP financial measure, that have not yet occurred, are out of Kinetik’s control and/or cannot be reasonably predicted. Accordingly, such reconciliation is excluded from this news release. Forward-looking non-GAAP financial measures provided without the most directly comparable GAAP financial measures may vary materially from the corresponding GAAP financial measures.

1.A non-GAAP financial measure. See “Non-GAAP Financial Measures” and “Reconciliation of GAAP to Non-GAAP Measures” for further details.
2.Net of contributions in aid of construction, asset disposal proceeds, and returns of invested capital from unconsolidated affiliates.
3.Dividend Coverage Ratio is Distributable Cash Flow divided by total declared dividends.
4.Net Debt is defined as total short-term and long-term debt, excluding deferred financing costs, premiums and discounts, less cash and cash equivalents.
5.Liquidity is calculated as cash and cash equivalents of $7.0 million plus Revolving Credit Facility availability of $1,062.4 million as of September 30, 2026.
6.Leverage Ratio is total debt less cash and cash equivalents divided by last twelve months Adjusted EBITDA, calculated per the Company’s credit agreement. The calculation includes EBITDA Adjustments for Qualified Projects, Acquisitions and Divestitures.
7.Net Debt to Adjusted EBITDA Ratio is defined as Net Debt divided by last twelve months Adjusted EBITDA.
8.162.4 million shares, issued and outstanding shares as of September 30, 2026, is the sum of 80.5 million shares of Class A common stock and 81.9 million shares of Class C common stock.
4


KINETIK HOLDINGS INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
(In thousands, except per share data)
Operating revenues:
Service revenue$116,576 $103,338 $297,239 $343,918 
Product revenue447,923 357,608 1,250,956 981,703 
Other revenue4,902 3,023 12,622 8,349 
Total operating revenues569,401 463,969 1,560,817 1,333,970 
Operating costs and expenses:
Cost of sales (excluding depreciation and amortization)(1)
300,330 235,391 726,646 615,452 
Operating expenses71,634 76,137 213,857 207,785 
Ad valorem taxes7,524 7,099 24,692 20,449 
General and administrative expenses22,379 30,096 92,840 91,932 
Depreciation and amortization expenses103,803 95,409 308,967 281,845 
(Gain) loss on disposal of assets, net(7)50 (62)(15)
Total operating costs and expenses505,663 444,182 1,366,940 1,217,448 
Operating income63,738 19,787 193,877 116,522 
Other income (expense):
Interest and other income195 303 659 3,820 
Loss on debt extinguishment— — — (635)
Interest expense(54,709)(61,721)(162,250)(173,949)
Equity in earnings of unconsolidated affiliates47,225 58,289 155,796 174,472 
Total other income (expense), net(7,289)(3,129)(5,795)3,708 
 Income before income taxes56,449 16,658 188,082 120,230 
Income tax expense5,527 1,109 19,172 11,003 
Net income including noncontrolling interest50,922 15,549 168,910 109,227 
Net income attributable to Common Unit limited partners28,834 10,284 98,950 74,187 
Net income attributable to holders of Class A Common Stock$22,088 $5,265 $69,960 $35,040 
Net income attributable to holders of Class A Common Stock, per share
Basic$0.26 $0.03 $0.88 $0.41 
Diluted$0.26 $0.03 $0.87 $0.41 
Weighted-average shares
Basic79,947 61,866 73,717 61,256 
Diluted81,008 62,428 74,896 62,120 
(1)Cost of sales (exclusive of depreciation and amortization) is net of gas service revenues totaling $101.1 million and $88.3 million for the three months ended September 30, 2026 and 2025, respectively, and $314.0 million and $224.1 million for the nine months ended September 30, 2026 and 2025, respectively, for certain volumes where we act as principal.

5


KINETIK HOLDINGS INC.
RECONCILIATION OF GAAP TO NON-GAAP MEASURES
Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
(In thousands)
Net Income Including Noncontrolling Interests to Adjusted EBITDA
Net income including noncontrolling interest (GAAP)$50,922 $15,549 $168,910 $109,227 
Add back:
Interest expense54,709 61,721 162,250 173,949 
Income tax expense5,527 1,109 19,172 11,003 
Depreciation and amortization expenses103,803 95,409 308,967 281,845 
Amortization of contract cost assets2,054 1,744 6,058 5,054 
Proportionate EBITDA from unconsolidated affiliates67,623 87,715 212,530 263,345 
Share-based compensation9,346 14,229 39,074 44,577 
Loss on disposal of assets, net— 50 — — 
Loss on debt extinguishment— — — 635 
Commodity hedging unrealized loss27,800 6,485 25,189 — 
Contingent liability fair value adjustment
— 5,700 — 5,700 
Integration costs— 6,650 368 12,621 
Acquisition/divestiture transaction costs— 812 — 812 
Litigation costs2,959 3,746 19,947 9,142 
Other one-time costs or amortization828 170 4,180 6,566 
Deduct:
Interest income
195 166 659 1,274 
Gain on disposal of assets, net
7 — 62 15 
Commodity hedging unrealized gain— — — 13,131 
Equity in earnings of unconsolidated affiliates47,225 58,289 155,796 174,472 
Adjusted EBITDA(1) (non-GAAP)
$278,144 $242,634 $810,128 $735,584 
Distributable Cash Flow(2)
Adjusted EBITDA (non-GAAP)$278,144 $242,634 $810,128 $735,584 
Proportionate EBITDA from unconsolidated affiliates(67,623)(87,715)(212,530)(263,345)
Returns on invested capital from unconsolidated affiliates73,204 78,263 203,426 205,204 
Interest expense(54,709)(61,721)(162,250)(173,949)
Unrealized (gain) loss on interest rate swaps(2,790)779 (8,612)(632)
Maintenance capital expenditures(12,494)(13,752)(40,675)(34,090)
Distributable cash flow (non-GAAP)
$213,732 $158,488 $589,487 $468,772 
Free Cash Flow(3)
Distributable cash flow (non-GAAP)$213,732 $158,488 $589,487 $468,772 
Growth capital expenditures(127,556)(153,625)(298,871)(342,835)
Capitalized interest(8,099)(4,449)(8,099)(12,308)
Investments in unconsolidated affiliates(431)(221)(431)(1,206)
Returns of invested capital from unconsolidated affiliates— — — 2,853 
Contributions in aid of construction9,885 13,710 12,029 17,049 
Free cash flow (non-GAAP)
$87,531 $13,903 $294,115 $132,325 
6


KINETIK HOLDINGS INC.
RECONCILIATION OF GAAP TO NON-GAAP MEASURES (CONTINUED)
Nine Months Ended September 30,
20262025
(In thousands)
Reconciliation of net cash provided by operating activities to Adjusted EBITDA
Net cash provided by operating activities$614,387 $494,030 
Net changes in operating assets and liabilities(2,174)(13,652)
Interest expense162,250 173,949 
Amortization of deferred financing costs(5,889)(5,892)
Current income tax expense2 509 
Returns on invested capital from unconsolidated affiliates(203,426)(205,204)
Proportionate EBITDA from unconsolidated affiliates212,530 263,345 
Derivative fair value adjustment and settlement(16,577)13,763 
Commodity hedging unrealized loss (gain)25,189 (13,131)
Interest income(659)(1,274)
Integration costs368 12,621 
Acquisition/divestiture transaction costs— 812 
Litigation costs19,947 9,142 
Other one-time cost or amortization4,180 6,566 
Adjusted EBITDA(1) (non-GAAP)
$810,128 $735,584 

September 30,June 30,March 31,December 31,
2026202620262025
(In thousands)
Net Debt(4)
Short-term debt$225,000 $225,000 $187,100 $165,200 
Long-term debt, net3,704,022 3,700,562 3,644,128 3,627,720 
Plus: Debt issuance costs, net20,978 22,438 23,872 25,280 
Total debt3,950,000 3,948,000 3,855,100 3,818,200 
Less: Cash and cash equivalents7,024 7,830 720 3,951 
Net debt (non-GAAP)
$3,942,976 $3,940,170 $3,854,380 $3,814,249 
(1) Adjusted EBITDA is defined as net income including noncontrolling interest adjusted for interest, taxes, depreciation and amortization, gain or loss on disposal of assets and debt extinguishment, the proportionate EBITDA from our equity method investment (“EMI”) pipelines, share-based compensation expense, noncash increases and decreases related to commodity hedging activities, integration and transaction costs and extraordinary losses and unusual or non-recurring charges. Adjusted EBITDA provides a basis for comparison of our business operations between current, past and future periods by excluding items that we do not believe are indicative of our core operating performance. Adjusted EBITDA should not be considered as an alternative to the GAAP measure of net income including non-controlling interest or any other measure of financial performance presented in accordance with GAAP.
(2) Distributable Cash Flow is defined as Adjusted EBITDA, adjusted for the proportionate EBITDA from unconsolidated affiliates, returns on invested capital from unconsolidated affiliates, interest expense, net of amounts capitalized, unrealized gains or losses on interest rate swaps and maintenance capital expenditures. Distributable Cash Flow should not be considered as an alternative to the GAAP measure of net income including non-controlling interest or any other measure of financial performance presented in accordance with GAAP. We believe that Distributable Cash Flow is a useful measure to compare cash generation performance from period to period and to compare the cash generation performance for specific periods to the amount of cash dividends we make.
(3) Free Cash Flow is defined as Distributable Cash Flow adjusted for growth capital expenditures, investments in unconsolidated affiliates, returns of invested capital from unconsolidated affiliates, capitalized interest and contributions in aid of construction. Free Cash Flow should not be considered as an alternative to the GAAP measure of net income including non-controlling interest or any other measure of financial performance presented in accordance with GAAP. We believe that Free Cash Flow is a useful performance measure to compare cash generation performance from period to period and to compare the cash generation performance for specific periods to the amount of cash dividends that we make.
7


(4) Net Debt is defined as total short-term and long-term debt, excluding deferred financing costs, premiums and discounts, less cash and cash equivalents. Net Debt illustrates our total debt position less cash on hand that could be utilized to pay down debt at the balance sheet date. Net Debt should not be considered as an alternative to the GAAP measure of total long-term debt, or any other measure of financial performance presented in accordance with GAAP.
8


KINETIK HOLDINGS INC.
RESULTS OF OPERATIONS BY SEGMENT
The following tables present the Segment Adjusted EBITDA of the Company’s reportable segments and reconciliations of the segment profits to consolidated income before income tax expenses for the three and nine months ended September 30, 2026 and 2025:
Midstream LogisticsPipeline Transportation
Corporate and Other(1)
EliminationConsolidated
For the Three Months Ended September 30, 2026(In thousands)
Revenue$561,866 $2,633 $— $— $564,499 
Other revenue2,643 2,259 — — 4,902 
Intersegment revenue(2)
— 6,706 — (6,706)— 
Total segment operating revenue564,509 11,598 — (6,706)569,401 
Cost of sales (excluding depreciation and amortization expenses)(300,536)206 — — (300,330)
Intersegment cost of sales(6,706)— — 6,706 — 
Operating expenses(3)
(78,443)(715)— — (79,158)
General and administrative expenses(5,847)(201)(16,331)— (22,379)
Proportionate EMI EBITDA— 67,623 — — 67,623 
Other segment items(4)
30,594 — 12,393 — 42,987 
Segment Adjusted EBITDA(5)
$203,571 $78,511 $(3,938)$— $278,144 
Reconciliation of Segment Adjusted EBITDA to income before income taxes
Segment Adjusted EBITDA(5)
$203,571 $78,511 $(3,938)$— $278,144 
Add back:
Other interest income— — 195 — 195 
Gain on disposal of assets, net
7 — — — 7 
Equity in earnings of unconsolidated affiliates— 47,225 — — 47,225 
Deduct:
Interest expense— — 54,709 — 54,709 
Depreciation and amortization expenses101,460 2,337 6 — 103,803 
Amortization of contract cost assets2,054 — — — 2,054 
Proportionate EMI EBITDA— 67,623 — — 67,623 
Share-based compensation
— — 9,346 — 9,346 
Commodity hedging unrealized loss
27,800 — — — 27,800 
Litigation costs— — 2,959 — 2,959 
Other one-time costs or amortization740 — 88 — 828 
Income (loss) before income taxes$71,524 $55,776 $(70,851)$— $56,449 

9


Midstream LogisticsPipeline Transportation
Corporate and Other(1)
EliminationConsolidated
For the Three Months Ended September 30, 2025(In thousands)
Revenue$458,621 $2,325 $— $— $460,946 
Other Revenue3,021 2 — — 3,023 
Intersegment revenue(2)
— 5,793 — (5,793)— 
Total segment operating revenue461,642 8,120 — (5,793)463,969 
Cost of sales (excluding depreciation and amortization expenses)(236,001)610 — — (235,391)
Intersegment cost of sales(5,793)— — 5,793 — 
Operating expenses(3)
(82,486)(750)— — (83,236)
General and administrative expenses(6,610)(241)(23,245)— (30,096)
Proportionate EMI EBITDA— 87,715 — — 87,715 
Other segment items(4)
20,606 — 19,067 — 39,673 
Segment Adjusted EBITDA(5)
$151,358 $95,454 $(4,178)$— $242,634 
Reconciliation of Segment Adjusted EBITDA to income before income taxes
Segment adjusted EBITDA(5)
$151,358 $95,454 $(4,178)$— $242,634 
Add back:
Other interest income— — 166 — 166 
Equity in earnings of unconsolidated affiliates— 58,289 — — 58,289 
Deduct:
Interest expense37 — 61,684 — 61,721 
Depreciation and amortization expenses93,095 2,308 6 — 95,409 
Amortization of contract cost assets1,744 — — — 1,744 
Proportionate EMI EBITDA— 87,715 — — 87,715 
Share-based compensation— — 14,229 — 14,229 
Loss on disposal of assets, net50 — — — 50 
Commodity hedging unrealized loss6,485 — — — 6,485 
Contingent liability fair value adjustment5,700 — — — 5,700 
Integration costs6,552 — 98 — 6,650 
Acquisition/divestiture transaction costs— — 812 — 812 
Litigation costs— — 3,746 — 3,746 
Other one-time costs or amortization(12)— 182 — 170 
Income (loss) before income taxes$37,707 $63,720 $(84,769)$— $16,658 

10



Midstream LogisticsPipeline Transportation
Corporate and Other(1)
EliminationConsolidated
For the Nine Months Ended September 30, 2026(In thousands)
Revenue$1,541,185 $7,010 $— $— $1,548,195 
Other revenue10,342 2,280 — — 12,622 
Intersegment revenue(2)
— 20,086 — (20,086)— 
Total segment operating revenue1,551,527 29,376 — (20,086)1,560,817 
Cost of sales (excluding depreciation and amortization expenses)(727,210)564 — — (726,646)
Intersegment cost of sales(20,086)— — 20,086 — 
Operating expenses(3)
(236,257)(2,292)— — (238,549)
General and administrative expenses(15,865)(691)(76,284)— (92,840)
Proportionate EMI EBITDA— 212,530 — — 212,530 
Other segment items(4)
35,150 — 59,666 — 94,816 
Segment Adjusted EBITDA(5)
$587,259 $239,487 $(16,618)$— $810,128 
Reconciliation of Segment Adjusted EBITDA to income before income taxes
Segment adjusted EBITDA(5)
$587,259 $239,487 $(16,618)$— $810,128 
Add back:
Other interest income— — 659 — 659 
Gain on disposal of assets62 — — — 62 
Equity income from unconsolidated affiliates— 155,796 — — 155,796 
Deduct:
Interest expense103 — 162,147 — 162,250 
Depreciation and amortization expenses301,953 6,997 17 — 308,967 
Amortization of contract cost assets6,058 — — — 6,058 
Proportionate EMI EBITDA— 212,530 — — 212,530 
Share-based compensation— — 39,074 — 39,074 
Commodity hedging unrealized loss25,189 — — — 25,189 
Integration costs— — 368 — 368 
Litigation costs— — 19,947 — 19,947 
Other one-time costs or amortization3,903 — 277 — 4,180 
Income (loss) before income taxes$250,115 $175,756 $(237,789)$— $188,082 

11


Midstream LogisticsPipeline Transportation
Corporate and Other(1)
EliminationConsolidated
For the Nine Months Ended September 30, 2025(In thousands)
Revenue$1,318,459 $7,162 $— $— $1,325,621 
Other revenue8,343 6 — — 8,349 
Intersegment revenue(2)
— 18,271 — (18,271)— 
Total segment operating revenue1,326,802 25,439 — (18,271)1,333,970 
Cost of sales (excluding depreciation and amortization expenses)(615,624)172 — — (615,452)
Intersegment cost of sales(18,271)— — 18,271 — 
Operating expenses(3)
(226,283)(1,951)— — (228,234)
General and administrative expenses(18,731)(901)(72,300)— (91,932)
Proportionate EMI EBITDA— 263,345 — — 263,345 
Other segment items(4)
14,870 — 59,017 — 73,887 
Segment Adjusted EBITDA(5)
$462,763 $286,104 $(13,283)$— $735,584 
Reconciliation of Segment Adjusted EBITDA to income before income taxes
Segment adjusted EBITDA(5)
$462,763 $286,104 $(13,283)$— $735,584 
Add back:
Other interest income— — 1,274 — 1,274 
Gain on disposal of assets, net15 — — — 15 
Equity income from unconsolidated affiliates— 174,472 — — 174,472 
Commodity hedging unrealized gain13,131 — — — 13,131 
Deduct:
Interest expense97 — 173,852 — 173,949 
Depreciation and amortization expenses274,903 6,924 18 — 281,845 
Amortization of contract cost assets5,054 — — — 5,054 
Proportionate EMI EBITDA— 263,345 — — 263,345 
Share-based compensation— — 44,577 — 44,577 
Loss on debt extinguishment— — 635 — 635 
Contingent liability fair value adjustment5,700 — — — 5,700 
Integration costs10,999 — 1,622 — 12,621 
Acquisition/divestiture transaction costs— — 812 — 812 
Litigation costs— — 9,142 — 9,142 
Other one-time costs or amortization3,702 — 2,864 — 6,566 
Income (loss) before income taxes$175,454 $190,307 $(245,531)$— $120,230 
(1)Corporate and Other represents those results that: (i) are not specifically attributable to an operating segment; (ii) are not individually reportable or (iii) have not been allocated to a reportable segment for the purpose of evaluating their performance, including certain general and administrative expense items. Items are included here to reconcile the operating segments’ profit and loss with the Company’s consolidated results.
(2)The Company accounts for intersegment sales at market prices, while it accounts for asset transfers at book value. Intersegment revenue is eliminated at consolidation.
(3)Operating expenses includes ad valorem taxes.
(4)Other segment items include certain other income items, share-based compensation, adjustments related to amortization of contract costs, commodity hedging unrealized gain or loss, integration costs, litigation costs and other one-time costs or amortization.
(5)Adjusted EBITDA is defined as net income or loss including noncontrolling interest adjusted for interest, taxes, depreciation and amortization, gain or loss on disposal of assets and debt extinguishment, the proportionate EBITDA from our EMI pipelines, share-based compensation expense, noncash increases and decreases related to commodity hedging activities, integration and transaction costs and extraordinary losses and unusual or non-recurring charges. Adjusted EBITDA provides a basis for comparison of our business operations between current, past and future periods by excluding items that we do not believe are indicative of our core operating performance. Adjusted EBITDA should not be considered as an alternative to the GAAP measure of net income including non-controlling interest or any other measure of financial performance presented in accordance with GAAP.
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